Cohen & Company extends and tightens Byline Bank loan

Cohen & Company Inc. disclosed that its broker-dealer subsidiary, Cohen & Company Securities, LLC, entered into a Fourth Amendment to its existing loan agreement with Byline Bank.

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Form Type

8-K

Rhea-AI Filing Summary

Cohen & Company Inc. disclosed that its broker-dealer subsidiary, Cohen & Company Securities, LLC, entered into a Fourth Amendment to its existing loan agreement with Byline Bank. The revolving credit facility remains up to $15 million, but several key terms were updated.

The amendment extends both the loan maturity and the last date for borrowing from June 18, 2026 to June 18, 2028. It also adds a covenant that a failure to maintain Excess Net Capital of at least $30 million, unless restored within two business days, will be an event of default. In addition, the required Tangible Net Worth from and after March 31, 2027 increases from $70 million to $80 million.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Credit facility size: $15 million Excess Net Capital threshold: $30 million Maturity date extension: June 18, 2028 +2 more

5 metrics

Credit facility size $15 million Aggregate amount of loans available under the Byline Bank agreement

Excess Net Capital threshold $30 million Minimum Excess Net Capital before an event of default, with two-day cure

Maturity date extension June 18, 2028 New maturity and final borrowing date, extended from June 18, 2026

Prior Tangible Net Worth requirement $70 million Minimum Tangible Net Worth before March 31, 2027 benchmark change

Revised Tangible Net Worth requirement $80 million Minimum Tangible Net Worth from and after March 31, 2027

Key Terms

Excess Net Capital, Tangible Net Worth, event of default, maturity date

4 terms

Excess Net Capital financial

"provide that a failure to maintain Excess Net Capital (as defined under Rule 15c3-1 promulgated under the Securities and Exchange Act of 1934, as amended)"

Tangible Net Worth financial

"increase the amount of Tangible Net Worth (as such term is defined in the Loan Agreement) maintained by the Borrower"

event of default financial

"a failure to maintain Excess Net Capital ... will constitute an event of default under the Loan Agreement unless such Excess Net Capital amount is restored"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

maturity date financial

"extend the maturity date and the final date upon which loans can be made under the Loan Agreement from June 18, 2026 to June 18, 2028"

The maturity date is the specific day when a loan, bond, or investment reaches its full term and the borrower must repay the borrowed amount in full. It is important for investors because it indicates when they will receive their initial money back and can plan their future financial steps accordingly. Think of it as the due date for a loan or the day a gift card or coupon expires.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change did Cohen & Company Inc. (COHN) make to its Byline Bank loan?

Cohen & Company Inc. amended its loan agreement for a broker-dealer subsidiary with Byline Bank. The amendment extends the maturity to June 18, 2028 and tightens financial covenants, while keeping the total borrowing capacity at up to $15 million.

How large is the Cohen & Company Securities, LLC credit facility with Byline Bank?

The Byline Bank loan agreement provides for loans up to an aggregate amount of $15 million. This revolving capacity was originally agreed in 2023 and remains unchanged under the Fourth Amendment disclosed by Cohen & Company Inc.

What new Excess Net Capital requirement applies to Cohen & Company’s borrower subsidiary?

The amendment makes it an event of default if Excess Net Capital, as defined under Rule 15c3-1, falls below $30 million and is not restored within two business days. This embeds a specific capital threshold directly into the loan agreement covenants.

When does the amended Byline Bank loan to Cohen & Company’s subsidiary now mature?

The Fourth Amendment extends the loan’s maturity date, and the final date on which loans can be drawn, from June 18, 2026 to June 18, 2028. This gives the borrower an additional two years of committed financing availability under the facility.

How did the Tangible Net Worth covenant change for Cohen & Company Securities, LLC?

From and after March 31, 2027, the required Tangible Net Worth for the borrower increases from $70 million to $80 million. This higher minimum equity measure is written directly into the amended loan agreement with Byline Bank as a financial covenant.

Were there other material changes to Cohen & Company’s loan agreement beyond covenants and dates?

The amendment also updates certain definitions to align with current entity names for the borrower and its parent. Aside from the name changes, extended dates and revised financial covenants, the company states no other changes were made to the loan agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/22/2026 - 04:06 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2026

Cohen & Company Inc.

(Exact name of registrant as specified in its charter)

Maryland

1-32026

16-1685692

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Cira Centre

2929 Arch Street, Suite 1703

Philadelphia, Pennsylvania

19104

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (215) 701-9555

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		COHN		The NYSE American Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement.

As previously disclosed, on June 9, 2023, Cohen & Company Securities, LLC (formerly J.V.B. Financial Group, LLC) (the “Borrower”), a Delaware limited liability company and a broker dealer indirect subsidiary of Cohen & Company Inc., a Maryland corporation, entered into the Third Amended and Restated Loan Agreement (the “Loan Agreement”), with Byline Bank, as lender (the “Lender”), and the Borrower as borrower, pursuant to which, among other things, the Lender agreed to make loans to Borrower, at the Borrower’s request from time to time, in the aggregate amount of up to $15 million.

On June 18, 2026, the Borrower and the Lender entered into the Fourth Amendment to Third Amended and Restated Loan Agreement (the “Amendment”). Pursuant to the Amendment, the Loan Agreement was amended to: (i) replace certain definitions in the Loan Agreement to reflect the Borrower’s and its parent entity’s current names, (ii) provide that a failure to maintain Excess Net Capital (as defined under Rule 15c3-1 promulgated under the Securities and Exchange Act of 1934, as amended) of at least $30 million will constitute an event of default under the Loan Agreement unless such Excess Net Capital amount is restored within two business days, (iii) extend the maturity date and the final date upon which loans can be made under the Loan Agreement from June 18, 2026 to June 18, 2028; and (iv) increase the amount of Tangible Net Worth (as such term is defined in the Loan Agreement) maintained by the Borrower from and after March 31, 2027 from $70 million to $80 million. Except as described herein, no other changes were made to the Loan Agreement pursuant to the Amendment.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description

10.1*		Fourth Amendment to Third Amended and Restated Loan Agreement, dated June 18, 2026, by and between Cohen & Company Securities, LLC and Byline Bank.
104		Cover Page Interactive Data File (Embedded within the inline XBRL document.)

* Filed electronically herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COHEN & COMPANY INC.

Date: June 22, 2026	By:		/s/ Joseph W. Pooler, Jr.
		Name:	Joseph W. Pooler, Jr.
		Title:	Executive Vice President, Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 29.5 KB